ABU DHABI ISLAMIC BANK PJSC shares of ADIB must be owned by UAE nationals and while non-UAE nationals are permitted to own ADX’s clearing and settlement department or a designated brokerage account, once listed on the shares, they must not own more than 25 per cent. of the shares of ADIB. The General Assembly has ADX; INVITATION TO THE SHAREHOLDERS TO SUBSCRIBE FOR A authorised the Board of Directors to set a period of time to implement Article 7. As at the date of this invitation to the shareholders, the Board of Directors has not fixed a period of time by which it intends 6.3.2 request that the Eligible Person specify how many New Shares he or she would like to SHARE CAPITAL INCREASE to implement Article 7. subscribe for (including any Additional New Shares that he or she would like to apply for in excess of the number of Rights that he or she holds); and 1. Decision to increase the share capital The Articles of Association also provide that no dealing or assignment of any share of ADIB shall be registered if the transferee is, or would become as a result of such dealing, the owner, directly or 6.3.3 request that the Eligible Person multiply the total number of New Shares he or she would The general assembly of the Bank in its meeting held on 19 August 2018 (the “General Assembly”) indirectly, of more than 5 per cent. of the capital of ADIB, unless the transferee is Emirates International like to subscribe for (including any Additional New Shares that he or she would like to apply for resolved, through a special resolution, to increase the issued share capital of the Bank by an amount of Investment Company LLC (“EIIC”) in its capacity as the strategic shareholder of ADIB. in excess of the number of Rights that he or she holds) by the Issue Price to calculate the amount AED 464,000,000 (four hundred sixty-four million dirhams), by way of a rights issue, in accordance with that the Eligible Person is required to pay for the total number of New Shares subscribed for. the Securities and Commodities Authority Chairman of the Board Resolution No. (11/R.M.) of 2016 on 4.6 Subscription applications the Regulations for Issuing and Offering Shares of Public Joint Stock Companies (the “Resolution”) and 6.4 If an Eligible Person cannot attend a participating branch of the Receiving Bank in person, he Federal Law No. 2 of 2015 on Commercial Companies in the UAE (as amended) (the “Companies Law”) Subscription applications are available at the branches of the Receiving Bank listed below. or she is entitled to appoint a duly authorised representative to complete, sign and submit a (the “Rights Issue”). subscription application and make payment for the New Shares on his or her behalf. The authorized 4.7 Issue Price representative must bring with them, in addition to the documents specified above, the original 2. Amount and percentage of the share capital increase power of attorney authenticated by a UAE-regulated notary public and a copy thereof. Each of the New Shares will be issued at a price of AED 2.16 (two dirhams and sixteen fils) per New The Rights Issue will increase the issued share capital of the Bank from AED 3,168,000,000 (three billion Share, reflecting the nominal value of AED 1.00 (one dirham) per New Share and a share premium of 7 Procedures of subscription one hundred sixty-eight million dirhams) to AED 3,632,000,000 (three billion six hundred thirty-two AED 1.16 (one dirham and sixteen fils). The Issue Price reflects a discount of 45 per cent. per New Share million dirhams), with an increase of AED 464,000,000 (four hundred sixty-four million dirhams) and the when compared to the market price of the Bank’s shares as at close of trading on 25 July 2018. 7.1 Subscription application and payment issuance of 464,000,000 (four hundred sixty-four million) new shares (the “New Shares”), representing 14.65 per cent. of the total issued share capital. The New Shares will be issued at an issue price of AED 4.8 Payment percentage Participating branches of ADIB will start receiving subscription applications from 8.00 a.m. on Tuesday, 2.16 per New Share (the “Issue Price”), reflecting the nominal value of AED 1.00 per New Share and a 25 September 2018. Subscription applications will be accepted at the participating branches of ADIB share premium of AED 1.16 per New Share. The Issue Price reflects a discount of 45 per cent. per New The total value of the subscribed for New Shares shall be paid upon submitting the subscription during the normal business hours of each such branch. Share when compared to the market price of the Bank’s shares as at close of trading on 25 July 2018. application. Eligible Persons who are not ADIB account holders may subscribe by visiting any branch of a licensed 3. General information relating to the Bank 4.9 Method of payment bank operating in the UAE at which they hold an account and request to subscribe through the UAE FTS. Please refer to ADIB’s dedicated Rights Issue website (adib.ae/rightsissue) for further details on the Payment for the New Shares shall be made by way of a dirham-denominated banker’s cheque, a bank subscription process and requirements through the UAE FTS. 1 Bank name Abu Dhabi Islamic Bank PJSC transfer from a bank account held with the Receiving Bank or, for Eligible Persons who are not ADIB 2 Incorporation date 3rd November 1997 account holders, a bank transfer from a licensed bank operating in the UAE through the UAE Central The subscription application (together with payment) must be submitted by Eligible Persons (or their 3 Commercial licence number CN-1001923 Bank Fund Transfer System (“UAE FTS”). duly authorised representatives) at a participating branch of ADIB, or through the UAE FTS, by no later than 2.00 p.m. on Tuesday, 9 October 2018. 4 Head office Abu Dhabi, United Arab Emirates 4.10 Receiving Bank A leading UAE Islamic Bank headquartered in Abu Dhabi, The Eligible Person is required to pay in full for all of the New Shares that they have subscribed for, 5 Objects of the Bank providing a diverse range of Shari’a-compliant financial Subscriptions shall be received by the Receiving Bank through its branches listed below or through the including any Additional New Shares that they have applied for, by way of: products and services inside and outside of the UAE UAE FTS. Detailed instructions for the subscription process through the UAE FTS are available on ADIB’s dedicated Rights Issue website (adib.ae/rightsissue). (i) a dirham-denominated banker’s cheque; Current authorised share 6 AED 4,000,000,000 (four billion dirhams) (ii) a bank transfer from a bank account held with the Receiving Bank; or capital 4.11 Refunds (iii) a bank transfer from a licensed bank operating in the UAE through the UAE FTS. AED 3,168,000,000 (three billion one hundred and sixty- 7 Current issued share capital eight million dirhams) Refunds will be given to Eligible Persons who did not receive the number of New Shares that they If the information submitted on the application turns out to be incomplete or incorrect, the Current number of issued 3,168,000,000 (three billion one hundred and sixty-eight subscribed for or the number of Additional New Shares that they have applied for. Refunds shall be subscription application may be considered void. The subscription application may not be amended 8 shares million) shares completed no later than five (5) business days from the date of allocation of the New Shares and the or withdrawn after submission to the Receiving Bank, and it shall be considered a binding contract Additional New Shares (as applicable) to the subscribers. between the subscriber and ADIB once approved by ADIB. The subscription application and all related 9 Nominal value of each Share AED 1.00 (one dirham) terms, conditions and covenants shall be binding upon and inure to the benefit of the parties to the 10 Listing venue Abu Dhabi Securities Exchange (“ADX”) Eligible Persons to whom a refund is due will receive such refund through a credit to the bank account subscription and their respective successors, permitted assigns, executors, administrators and heirs; specified on the subscription application or if they have indicated a preference to receive the refund provided that, except as specifically contemplated therein, neither the subscription application nor any ADIB intends to primarily use the rights issue funds to by cheque, through a bank pay order (cheque) issued by the Bank and sent by registered mail to the of the rights, interests or obligations arising pursuant thereto shall be assigned or delegated by any of 11 Purpose of capital increase strengthen the capital base of ADIB and fund its banking address specified on the subscription application. the parties to the subscription without the prior written consent of the other party. operations and growth 12 Auditor Ernst & Young Middle East 5. Allocation policy Eligible Persons who are also account holders with the Receiving Bank and who have access to smartphone banking or online banking may also subscribe using these platforms and submit their 13 Receiving Bank ADIB and its branches listed below (the “Receiving Bank”) 5.1 The allocation of the New Shares will be as follows, following the same chronological order: subscription application electronically. Any subscription applications submitted through the smartphone banking application or through online banking must be submitted no later than 2.00 p.m. on Tuesday, 9 5.1.1 to the Eligible Persons in an amount equal to the number of New Shares for which they October 2018 (the last time and date for acceptance and payment in full). 4. Subscription conditions have subscribed, to the extent that such number is equal to or less than the number of Rights they respectively hold at the end of the Trading Period; 7.2 If a Shareholder as at the Eligibility Date: 4.1 Right to subscribe 5.1.2 to the extent that any New Shares remain unsubscribed thereafter, to the Eligible Persons in 7.2.1 does not wish to exercise any of his or her Rights, he or she does not need to do The Rights Issue will be conducted through the issuance of tradable securities (the “Rights” and each an amount equal to the number of Additional New Shares for which they have subscribed in excess anything. If he or she does not submit his or her completed subscription application subscribing for a “Right”), pursuant to the Resolution and the Companies Law, to registered shareholders of the Bank of the number of Rights they respectively hold; and the New Shares for which he or she is entitled (together with payment) by 2.00 p.m. on Tuesday, (the “Shareholders” and each a “Shareholder”) as at the close of business of the ADX on Thursday, 13 9 October 2018 (the last time and date for acceptance and payment in full), the number of New September 2018 (the “Eligibility Date”) in the amount of 29 Rights for every 198 shares held by each 5.1.3 to the extent that any New Shares remain unsubscribed thereafter, to EIIC which has agreed Shares for which he or she is entitled to subscribe will be subscribed for by those Eligible Persons shareholder on such date. to subscribe for such New Shares in its capacity as the strategic shareholder of ADIB. who have applied for Additional New Shares and/or EIIC, in its capacity as the strategic shareholder of ADIB. If a Shareholder does not wish to exercise any of his or her Rights and has not sold the The number of Rights will be rounded down to the nearest whole number of Rights and Shareholders 5.2 The allocation of Additional New Shares to the Eligible Persons after allocations to the Eligible Rights during the Trading Period, the Rights will expire without value, he or she will not be entitled will not receive a Right in respect of the fraction of any Rights, with such Rights being deposited into Persons who have subscribed for a number of New Shares equal to or less than the number of to any compensation and his or her shareholding in ADIB will be diluted; the clearing account or brokerage account of each such Shareholder where his or her existing shares are Rights they hold will be on a pro rata basis, scaled back (if necessary) in accordance with the held within one day of the Eligibility Date. Shareholders who hold Rights to subscribe for New Shares proportion that the number of Additional New Shares requested by the subscriber represents to 7.2.2 only wishes to exercise some of his or her Rights, he or she will be required to either but do not wish to exercise their Rights may sell their Rights to other investors via brokers registered the total number of Additional New Shares requested by all Eligible Persons who subscribed for attend (during normal office hours) one of the participating branches of ADIB with the documents and licensed by the ADX. such Additional New Shares. There is, therefore, no guarantee that the Eligible Persons applying for specified in section ‎6.1 and sign and submit a subscription application and make payment in full Additional New Shares will receive the number of Additional New Shares applied for. No Eligible for the New Shares he or she wishes to subscribe for in accordance with the procedure set out 4.2 Trading in the Rights Person will receive more New Shares than they have subscribed for during the Subscription Period. above or subscribe through the ADIB smartphone banking application or online banking; or

The ADX will coordinate with brokerage firms to add the balance of the Shareholders’ Rights in the 5.3 In the event that a subscriber (other than EIIC) applies for a number of New Shares that, if 7.2.3 wishes to exercise all of his or her Rights (or wishes to exercise all of his or her Rights amount of 29 Rights for every 198 shares held on the Eligibility Date to their respective accounts allocated, would result in that subscriber holding more than five (5) per cent. of the shares of and apply for Additional New Shares), he or she will be required to either attend (during normal maintained by the respective brokerage firm. This will allow the Shareholders of the Bank to trade their ADIB following completion of the Rights Issue, then the number of New Shares allocated to that office hours) one of the participating branches of ADIB with the documents specified in section ‎6.1 Rights – selling or buying – within the below period (the “Trading Period”): subscriber will be scaled back accordingly such that the subscriber’s shareholding does not exceed and to complete, sign and submit a subscription application and make payment in full for the New five (5) per cent. of the shares following completion of the Rights Issue. Shares (including the Additional New Shares they would like to apply for) in accordance with the (i) First day of trading the Rights on ADX: Tuesday, 18 September 2018 procedure set out above or subscribe through the ADIB smartphone banking application or online (ii) Last day of trading the Rights on ADX: Tuesday, 2 October 2018 6 Required documents for subscribers banking.

4.3 Subscription Period 6.1 If an Eligible Person wishes to exercise some or all of his or her Rights to subscribe for the New 8 Important dates Shares to which he or she is entitled during the Subscription Period, he or she will be required to The holders of Rights, which includes Shareholders and any persons who purchased the Rights during attend (during normal banking business hours in the UAE) one of the participating branches of the • Date of publication of the invitation to subscribe for the New Shares by way of the Rights Issue: the Trading Period (the “Eligible Persons” and each an “Eligible Person”), will be allowed to exercise their Receiving Bank with the following documents and complete a subscription application: Sunday, 26 August 2018. Rights to subscribe for the New Shares at the Issue Price. • Eligibility Date of Rights (record date): Thursday, 13 September 2018 for the registered 6.1.1 the original Emirates ID of the subscriber and a copy thereof (when subscription is being shareholders of the Bank on this date. Subscription for the New Shares will take place within the below period (the “Subscription Period”): made by an individual); • Last day to purchase the shares for entitlement: Two (2) business days prior to the Eligibility Date (record date), Monday, 10 September 2018. (i) Subscription opening date: Tuesday, 25 September 2018 6.1.2 an original “family book” of the subscriber and a copy thereof (when subscription is being • First day of trading in Rights on the ADX: Tuesday, 18 September 2018. (ii) Subscription closing date: Tuesday, 9 October 2018 made by an individual); and • Last day of trading in Rights on the ADX: Tuesday, 2 October 2018. • Subscription opening date: Tuesday, 25 September 2018. 4.4 Subscription for Additional Shares 6.1.3 for a subscriber that is a legal entity: • Subscription closing date: Tuesday, 9 October 2018. • Date of allocation: on or before Tuesday, 16 October 2018. Pursuant to Article 8 of the Resolution, in addition to exercising their Rights to subscribe for one New (i) an original certificate of commercial registration and a copy thereof and, if relevant, a copy • Refund: on or before Tuesday, 23 October 2018. Share for each Right held, Eligible Persons will also be allowed to apply for additional New Shares (the of the relevant decree or resolution incorporating the company; “Additional New Shares”), which will be allocated in the event that any unsubscribed for New Shares (ii) a copy of the signatories’ authority to bind the company; IMPORTANT NOTE: If the last day for subscription occurs on an official holiday, the Subscription Period remain, either as a result of the consolidation of the unallocated fractional entitlements to New Shares, shall be extended to the next business day. or the failure by Eligible Persons to exercise their Rights to subscribe for New Shares. 6.1.4 his, her or its investor number on the ADX; 9 Investor relations IMPORTANT NOTE: We would like to bring to the attention of all Shareholders and investors/Eligible 6.1.5 if the subscriber is a minor: Persons that the Rights will not continue to be traded or held after the end of the Trading Period or the For any queries or questions please contact our call centre on 600 543 216 or, if calling from outside Subscription Period. In the event that any Shareholders or other Eligible Persons do not sell any Rights (i) the original documents and copies thereof as listed above; the UAE, +971 2 610 0600. Shareholders who have not received an invitation letter to subscribe may they hold prior to the end of the Trading Period, they will need to exercise such Rights to subscribe (ii) the minor’s guardian’s valid original Emirates ID and a copy thereof; obtain a copy of the invitation by contacting an investor relations officer on +971 2 652 0878 or at for the New Shares, as after the end of the Trading Period, Eligible Persons will not be able to sell or (iii) the guardian’s investor number on the ADX; and [email protected]. assign their Rights and their only remaining option will be to exercise their Rights. In the event that an (iv) if the guardian is the mother, an authority letter from the court. investor/Eligible Person does not exercise such Rights by the end of the Subscription Period, he or she will suffer a loss in the amount equal to the value of such Rights. 6.2 Minors may subscribe in accordance with applicable law and the procedures adopted at the Receiving Bank and the guardian should sign the subscription application on behalf of the minor. 4.5 Ownership limitations 6.3 The subscription applications will: The articles of association of ADIB (the “Articles of Association”) impose foreign ownership restrictions on the shareholdings of ADIB. Article 7 of the Articles of Association provides that 75 per cent. of the 6.3.1 request that the Eligible Person specify whether the New Shares will be registered through

10 Branches of ADIB

Abu Dhabi Islamic Bank PJSC Abu Dhabi Islamic Bank PJSC Abu Dhabi Islamic Bank PJSC Abu Dhabi, United Arab Emirates ,313 PO Box Abu Dhabi, United Arab Emirates ,313 PO Box Abu Dhabi, United Arab Emirates ,313 PO Box

Emirate Branch name Location/Address Emirate Branch name Location/Address Emirate Branch name Location/Address Abu Dhabi Najda Street Al Najda, Fatima Bint Mubarak Street Abu Dhabi Ruwais Mall Ruwais Mall, Ruwais Fujairah Khorfakkan Khorfakkan Corniche Abu Dhabi Muroor Al Muroor Street (near UNB) Mubarak Bin Mohammed Street, Al Al Ain Al Ain Mutawa (near clock tower) Abu Dhabi Khalidiya Gents )Khaldeiya (near Choithrams Al Wahda Mall (opposite to bus Hamdan Bin Mohammed Street, Al Abu Dhabi Al Wahda Mall Al Ain Al Jimi station) Abu Dhabi Al Bateen Baynunah Street, Al Bateen Jimi (near Immigration Office) Abu Dhabi Sheikh Zayed HQ Airport Road, Al Bateen Airport Abu Dhabi Marina Mall Marina Mall, Breakwater, Corniche Al Kuwaitat, Central District (opposite Al Ain Al Murabbaa Al Ain Mall) Abu Dhabi Baniyas Al Marfaq Street (near Etisalat) Abu Dhabi Nation Towers Nation Tower, Corniche Street Binal Jesrain Co-operative Society Al Hili Mall, Al Hili (near Hili Rayhaan Abu Dhabi Binal Jesrain Dubai Nad Al Hamar Al Rebat Street, Nad Al Hammar Al Ain Al Hili Mall (new extension), Al Maqta Rotana Hotel) Dubai Al Warqaa 2 Aswaq, Al Geria Street, Al Warqaa Abu Dhabi International Zayed Bin Sultan Street (137th Abu Dhabi Abu Dhabi International Airport Airport Dubai Al Muhaisnah Etihad Mall, Muhaisnah Area Al Ain Al Bawadi Mall Street), Al Kharair (near Zayed II Al Wahaida Street, Royal House Military College) Abu Dhabi Dalma Mall Dalma Mall, Musafah Industry Dubai Al Mamzar Building Sharjah Sharjah Al Musalla (opposite Etisalat) Villa of Sayiah Sultan Al Mansoori, Abu Dhabi Khalifa A City Khalifa City (A), South West Dubai Al Twar Al Nahda Street, Al Twar Centre Sharjah Wasit Street Wasit Street Dubai Sheikh Zayed Road Emarat Atrium, Sheikh Zayed Road Al Nahda Street (near Ramada Hotel Abu Dhabi Bawabat Al Sharq Mall Bawabat Al Sharq Mall, Baniyas Sharjah Sahara Centre Apartments) Ground Floor, Abu Dhabi Islamic Bank Dubai Mall, Zabeel, Mohamed bin Abu Dhabi Shahama Dubai Dubai Mall Building, 13th Street, Shahama Rashid Boulevard Sharjah Al Buhairah Shera Al Emarat Building, Al Buhaira Unit G13C, Ground Floor, Deerfields 23rd ,2 Al Barsha Mall, Al Barsha Sharjah Cooperative Society, Al Abu Dhabi Deerfields Townsquare Dubai Al Barsha Sharjah Al Qarayen Town Square, Al Bahiya Street Qarayen Al Muntasir Street (opposite Al Manar Abu Dhabi Al Shamkha Mall Makany Mall, Al Shamkha Ras Al Khaimah Ras Al Khaimah Ajman Ajman Ajman Mall) Abu Dhabi Yas Mall Yas Mall, Yas Island Umm Al Qaiwain Umm Al Qaiwain King Faisal Street E11, Sheikh Mohammad Bin Salem Dhafra Co-operative Society, Madinat Ras Al Khaimah Al Hamra Mall Abu Dhabi Madinat Zayed Road, Al Jazirah, Al Hamra Zayed Fujairah Fujairah City Centre Masafi Road Abu Dhabi Islamic Bank Building, Abu Dhabi Gayathi Gayathi, Plot P96 Fujairah Fujairah Hamad Bin Abdulla Street